Subsequent Knowledge Sample Clauses

Subsequent Knowledge. Upon Purchaser acquiring Knowledge that any of the representations or warranties made herein by any Seller are untrue, inaccurate or incorrect in any material respect when made or when deemed to be made (a “Purchaser Known Inaccuracy”), Purchaser shall use commercially reasonable efforts to give Sellers written notice thereof within ten (10) Business Days of obtaining such knowledge. If at or prior to the Closing, any Seller (or any of the Seller Knowledge Representatives) obtains knowledge that any of the representations or warranties made herein by such Seller are untrue, inaccurate or incorrect in any material respect, or that the facts leading to such representations or warranties have materially and adversely changed (a “Seller Known Inaccuracy” and together with the Purchaser Known Inaccuracies, the “Known Misrepresentations”), Sellers shall give Purchaser written notice thereof within five (5) Business Days of obtaining such Knowledge (but, in any event, prior to the Closing). In either such event, Sellers shall have the right to cure each Known Misrepresentation, at no cost to Purchaser, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such cure. If Sellers are either unwilling or unable to cure any Known Misrepresentation, then Sellers shall promptly notify Purchaser and, within ten (10) Business Days thereafter, Purchaser as its sole and exclusive remedy for any and all Known Misrepresentations shall elect either to (i) waive all such Known Misrepresentations and consummate the Closing without any reduction of or credit against the Portfolio Purchase Price, or (ii) terminate this Agreement with respect to all (but not less than all) of the Facilities by written notice to Sellers, in which event (x) the Deposit shall be returned to Purchaser, and (y) solely in the case of a Material Known Misrepresentation, Sellers shall reimburse Purchaser for Purchaser’s and its affiliates’ actual and documented out‑of‑pocket costs, including, without limitation, legal costs, incurred in connection with the preparation and negotiation of this Agreement, Purchaser’s due diligence review and the other transactions contemplated herein (“Purchaser’s Reimbursable Transaction Costs”) up to the amount of Four Hundred Forty‑One Thousand and 00/100 Dollars ($441,000.00) (the “Reimbursement Cap”) (which shall be in addition to the return of the Deposit), and neither party will have any further rights or o...
Sample 1
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Subsequent Knowledge. If Consultant learns at any time that any of its employees or that any of the employees of a subconsultant who are performing work under this Contract have a relative who is employed by TxDOT, Consultant shall notify TxDOT under subsection (b) of each instance within thirty days of obtaining that knowledge.
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Subsequent Knowledge. If, prior to the Closing, either party has actual knowledge that any of the representations or warranties made herein by the other party are untrue, inaccurate or incorrect in any material respect when made or when deemed to be made, then the party obtaining such actual knowledge shall give the other party written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). Upon receipt of such notice, the breaching party shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed ten (10) days) for the purpose of such cure. If any such representation or warranty is untrue, inaccurate or incorrect but is not untrue, inaccurate or incorrect in any material respect and Buyer elects to proceed with Closing, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transactions without any reduction of or credit against the Purchase Price. The untruth, inaccuracy or incorrectness of a representation or warranty shall be deemed material only if Buyer’s damages resulting from all such untruths or inaccuracies are reasonably estimated by Buyer to exceed Fifty Thousand and No/100 Dollars ($50,000.00) (the “Floor”) in the aggregate.
Sample 1
Subsequent Knowledge. If AKVA Hf. or AKVA USA obtains any knowledge or information between the date hereof and Settlement, making or indicating that any of the aforesaid warranties or representations are no longer true, or indication that any of the representations and conditions set forth above are not true and cannot be made true by the party to which such representation or warranty applies, by the time of Settlement, or will no longer be true as of the date of Settlement, the party to whom such representation or warranty applies will promptly notify VPS of such change in circumstances.
Sample 1

Related to Subsequent Knowledge

  • Purchaser’s Knowledge The Purchaser has sufficient knowledge, understanding, and experience, either independently or together with his, her or its purchaser representative(s), in financial and business matters, and of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems, to understand the terms of this Purchase Agreement and the Offering Materials, and such knowledge, understanding, and experience enables the Purchaser to evaluate the merits and risks of purchasing the Tokens.

  • Seller’s Knowledge For purposes of this Agreement and any document delivered at Closing, whenever the phrase “to the best of Seller’s knowledge” or the “knowledge” of Seller or words of similar import are used, they shall be deemed to mean and are limited to the current actual knowledge only of Xxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx, at the times indicated only, and not any implied, imputed or constructive knowledge of such individual(s) or of Seller or any Seller Related Parties (as defined in Section 3.7 below), and without any independent investigation or inquiry having been made or any implied duty to investigate, make any inquiries or review the Due Diligence Materials. Furthermore, it is understood and agreed that such individual(s) shall have no personal liability in any manner whatsoever hereunder or otherwise related to the transactions contemplated hereby.

  • Knowledge Whenever a representation or warranty or other statement in this Agreement (including, without limitation, Schedule I hereto) is made with respect to a Person's "knowledge," such statement refers to such Person's employees or agents who were or are responsible for or involved with the indicated matter and have actual knowledge of the matter in question.

  • No Knowledge The Company has no knowledge of any event which would be more likely than not to have the effect of causing such Registration Statement to be suspended or otherwise ineffective.

  • Schedules; Knowledge Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement.

  • No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.

  • Knowledge of Offering You acknowledge that it is your responsibility to examine the Registration Statement, the Prospectus, or the Offering Circular, as the case may be, any amendment or supplement thereto relating to the Offering, any Preliminary Prospectus or Preliminary Offering Circular, and the material, if any, incorporated by reference therein, any Issuer Free Writing Prospectus, any Supplemental Materials, and any ABS Underwriter Derived Information, and you will familiarize yourself with the terms of the Securities, any applicable Indenture, and the other terms of the Offering thereof which are to be reflected in the Prospectus or the Offering Circular, as the case may be, and the applicable AAU and Underwriting Agreement. The Manager is authorized, with the advice of counsel for the Underwriters, to approve on your behalf any amendments or supplements to the documents described in the preceding sentence.

  • Full Knowledge By their signatures, the parties acknowledge that they have carefully read and fully understand the terms and conditions of this Agreement, that each party has had the benefit of counsel, or has been advised to obtain counsel, and that each party has freely agreed to be bound by the terms and conditions of this Agreement.

  • TECHNOLOGY/KNOWLEDGE TRANSFER ACTIVITIES The goal of this task is to develop a plan to make the knowledge gained, experimental results, and lessons learned available to the public and key decision makers. The Recipient shall: • Prepare an Initial Fact Sheet at start of the project that describes the project. Use the format provided by the CAM. • Prepare a Final Project Fact Sheet at the project’s conclusion that discusses results. Use the format provided by the CAM. • Prepare a Technology/Knowledge Transfer Plan that includes: o An explanation of how the knowledge gained from the project will be made available to the public, including the targeted market sector and potential outreach to end users, utilities, regulatory agencies, and others.

  • Knowledge Transfer 7.1 Three (3) months prior to the Expiry Date of the Agreement (or where the Agreement is terminated within the timescale notified by the Department) the Provider will upon request:

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